Common use of Director Qualifications Clause in Contracts

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A Certificate of Designations, the FP Investor Parties agree that, prior to and as a condition to the election to the Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A C Certificate of DesignationsAmendment, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Board of any Investor Director Designee or any Independent Director Designee (and, in the case of any Independent Director Designee, as a condition to the Board’s obligation to elect or nominate such Independent Director Designee for election as a Director) (any such Investor Director Designee or Independent Director Designee, a “Director Designee”), (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees and Initial Independent Director Designees (to the extent identified as of the date hereof) have satisfied such requirements as of the date hereof and the Board has determined that based on the information supplied by such individuals as of the date hereof each of the Initial Investor Director Designees is an “independent director” under NYSE Rule 303A.02 and the Corporate Governance Guidelines as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties Person having the right to nominate or elect such Director Designee in accordance with this Section 2.06 and the Series C Certificate of Amendment shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.06), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A C Certificate of DesignationsAmendment, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Board of any Investor Director Designee or any Independent Director Designee (and, in the case of any Independent Director Designee, as a condition to the Board’s obligation to elect or nominate such Independent Director Designee for election as a Director) (any such Investor Director Designee or Independent Director Designee, a “Director Designee”), (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees and Initial Independent Director Designees (to the extent identified as of the date hereof) have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties Person having the right to nominate or elect such Director Designee in accordance with this Section 2.06 and the Series C Certificate of Amendment shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.06), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Mx. Xxxxxxx and Mx. Xxxxxxxx have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Xx. Xxxxxxx and [●] have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement or the Series A B Certificate of Designations, the FP Investor Parties agree that, prior to and as a condition to the election to the Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Designees have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree that such Investor Director Designee shall not be nominated or elected to the Board, and the FP Investor Parties shall have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.05), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company:: 14

Director Qualifications. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Certificate of Incorporation or the Series A Certificate of DesignationsBylaws, the FP Investor Parties agree agrees that, prior to and as a condition to the election to the Company Board of any Investor Director Designee, (x) such Investor Director Designee shall have satisfied the Director Qualification Standards (and the Company acknowledges and agrees that the Initial Investor Director Designee has Xx. Xxxxxxx and Xx. Xxxxxxxx have satisfied such requirements as of the date hereof); provided that (1) no Investor Director Designee shall be eligible to serve on the Company Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director) or is subject to any Judgment judgment prohibiting service as a director of any public company and (2) if any Investor Director Designee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (1), the FP Investor Parties agree agrees that such Investor Director Designee shall not be nominated or elected to the Company Board, and the FP Investor Parties shall shall, if then entitled to such right hereunder, have the right to designate a replacement therefor (which replacement Investor Director Designee shall be subject to the requirements of this Section 2.052.04), (y) each Investor Director Designee shall (and the FP Investor Parties shall cause each Investor Director Designee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Director Designee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and (z) each Investor Director Designee must provide to the Company: